Welltower : Equity Distribution Agreement (Form 8-K)

Other Events

On July 30, 2021, Welltower Inc., a Delaware corporation (the 'Company'), entered into an amended and restated equity distribution agreement (the 'Equity Distribution Agreement') with (i) Robert W. Baird & Co. Incorporated, Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, BofA Securities, Inc., BOK Financial Securities, Inc., Capital One Securities, Inc., Citigroup Global Markets Inc., Comerica Securities, Inc., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc., Fifth Third Securities, Inc., Goldman Sachs & Co. LLC, Hancock Whitney Investment Services, Inc., Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Loop Capital Markets LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc., Stifel, Nicolaus & Company, Incorporated, Synovus Securities, Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC as sales agents (when acting in this capacity, individually, a 'Sales Agent' and, collectively, the 'Sales Agents') and forward sellers (when a sales agent is acting in this capacity, individually, a 'Forward Seller' and, collectively, the 'Forward Sellers') and (ii) the Forward Purchasers (as set out below) relating to issuances, offers and sales of shares of the Company's common stock, par value $1.00 per share (the 'Common Stock'). The Equity Distribution Agreement amends and restates the Company's prior equity distribution agreement, dated May 4, 2021 (the 'Prior Agreement'), by (1) including BNP Paribas Securities Corp., Capital One Securities, Inc., Hancock Whitney Investment Services, Inc., Regions Securities LLC and Synovus Securities, Inc. as additional sales agents, (2) removing Raymond James & Associates, Inc. and UBS Securities LLC from their role as sales agents and their affiliates' role as Forward Purchasers under the equity distribution agreement, and (3) increasing the total amount of shares of Common Stock that may be offered and sold through any of the Sales Agents (acting in their capacity as our Sales Agents or as Forward Sellers) under the Equity Distribution Agreement from $2,000,000,000 to $2,500,000,000 (the 'ATM Shares'), which amount excludes shares the Company has previously sold pursuant to the Prior Agreement. As of the date of this Current Report, the Company has sold an aggregate of 18,531,255 shares pursuant to the Prior Agreement for gross proceeds of approximately $1,483,976,017.67.

Concurrently with entry into the Equity Distribution Agreement, the Company entered into a master forward sale confirmation (together with the Company's existing master forward sale confirmations entered into pursuant to the Prior Agreement, the 'Master Forward Sale Confirmations') between the Company and BNP Paribas (when acting in this capacity, and together with the forward purchasers under such existing master forward sale confirmations, the 'Forward Purchasers').

The Equity Distribution Agreement provides that, in addition to the issuance and sale of the ATM Shares by the Company through the Sales Agents, the Company also may enter into forward sale agreements under the Master Forward Sale Confirmations. In connection with each particular forward sale agreement, the relevant Forward Purchaser or its affiliates will, at the Company's request, borrow from third parties and, through the relevant Forward Seller, sell a number of the ATM Shares equal to the number of ATM Shares underlying the particular forward sale agreement. In no event will the aggregate number of Shares sold through the Sales Agents, whether as an agent for the Company or as a Forward Seller, under the Equity Distribution Agreement and any forward sale agreements, have an aggregate sales price in excess of $2,500,000,000.

The Company will not initially receive any proceeds from the sale of borrowed shares of Common Stock by a Forward Seller. The Company expects to physically settle each particular forward sale agreement with the relevant Forward Purchaser on one or more dates specified by the Company on or prior to the maturity date of that particular forward sale agreement, in which case the Company would expect to receive per share cash proceeds at settlement equal to the forward sale price under the relevant forward sale agreement. However, the Company may also elect to cash settle or net share settle a particular forward sale agreement, in which case the Company may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and the Company may owe cash (in the case of cash settlement) or shares of Common Stock (in the case of net share settlement) to the relevant Forward Purchaser.

Sales of the ATM Shares, if any, will be made by means of ordinary brokers' transactions on the New York Stock Exchange at market prices, in block transactions, or as otherwise agreed with the applicable Sales Agent, or by means of any other existing trading market for the Common Stock or to or through a market maker other than on an exchange. The offer and sale of the ATM Shares has been registered on the Company's automatic shelf registration statement on Form S-3(No. 333-255766)pursuant to a prospectus supplement amendment filed with the Securities and Exchange Commission on July 30, 2021.

The foregoing description of certain terms of the Equity Distribution Agreement and the Master Forward Sale Confirmations and the transactions contemplated by the Equity Distribution Agreement and the Master Forward Sale Confirmations does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the Equity Distribution Agreement and the form of Master Forward Sale Confirmation, which are filed herewith as Exhibits 1.1 and 1.2, respectively, and are incorporated by reference herein.

Financial Statements and Exhibits.

(d) Exhibits.

1.1		Amended and Restated Equity Distribution Agreement, dated as of July 30, 2021, between Welltower Inc., the sales agents and forward sellers named therein and the related forward purchasers.
1.2		Form of Master Forward Sale Confirmation (filed with the Securities and Exchange Commission as Exhibit 1.2 to the Company's Form8-K filed May 5, 2021, and incorporated herein by reference thereto).
5.1		Opinion of Gibson, Dunn & Crutcher LLP regarding the ATM Shares.
8.1		Tax Opinion of Gibson, Dunn & Crutcher LLP regarding the ATM Shares.
23.1		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibits 5.1, 5.2, 8.1, 8.2 and 8.3 hereto).
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.